--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-030587" form_type: "8-K" ticker: "AUB" cik: "0000883948" company_name: "Atlantic Union Bankshares Corp" filed_at: "2025-04-01T23:59:59+00:00" generated_at: "2026-05-24T01:19:26.679646+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Atlantic Union completes $1.3B acquisition of Sandy Spring Bancorp ## Summary - Each SASR share converted to 0.900 AUB shares; total value ~$1.3B based on AUB close $31.14 on 3/31/25. - Pro forma total assets $38.7B, loans $30.0B, deposits $32.1B as of 12/31/24 (pre-merger adjustments). - Three former Sandy Spring directors appointed to AUB board: Mona Abutaleb Stephenson, Mark C. Micklem, Daniel J. Schrider; Schrider also signed consulting agreement ($100k/yr for 2 years). - Assumed $175M 4.25% sub notes due 2029 and $200M 3.875% sub notes due 2032 from Sandy Spring. - Physically settled forward sale agreements, receiving ~$385M net proceeds to fund portion of merger. ## SEC filing metadata - accession: 0001104659-25-030587 - form_type: 8-K - ticker: AUB - cik: 0000883948 - company_name: Atlantic Union Bankshares Corp - filed_at: 2025-04-01T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 2.03, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/tm2510687d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-030587 - JSON: https://secwatch.observer/filing/0001104659-25-030587.json - Plain text: https://secwatch.observer/filing/0001104659-25-030587.txt ## Key facts - Debt Financings Atlantic Union Bankshares Corp incurred senior notes of $175,000,000 aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due November 15, 2029 with not applicable (assumed via merger) at 4.25% fixed-to-floating rate maturing November 15, 2029. - Instrument: senior notes - Principal: $175,000,000 aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due November 15, 2029 - Counterparty: not applicable (assumed via merger) - Rate: 4.25% fixed-to-floating rate - Maturity: November 15, 2029 - Event: incurrence source text: the Company assumed all of Sandy Spring’s obligations as required by (i) that certain Indenture, dated as of November 5, 2019, as supplemented by that certain First Supplemental Indenture, dated as of November 5, 2019 (collectively, the “2019 Indenture”), with respect to Sandy Spring’s $175,000,000 aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due November 15, 2029 (the “2029 Notes”) and (ii) that certain Indenture, dated as of March 18, 2022, as supplemented by that certain First Supplemental Indenture, dated as of March 18, 2022 (collectively, the “2022 Indenture”), with respect to Sandy Spring’s $200,000,000 aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due March 30, 2032 (the “2032 Notes”). evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - Debt Financings Atlantic Union Bankshares Corp incurred senior notes of $200,000,000 aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due March 30, 2032 with not applicable (assumed via merger) at 3.875% fixed-to-floating rate maturing March 30, 2032. - Instrument: senior notes - Principal: $200,000,000 aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due March 30, 2032 - Counterparty: not applicable (assumed via merger) - Rate: 3.875% fixed-to-floating rate - Maturity: March 30, 2032 - Event: incurrence source text: the Company assumed all of Sandy Spring’s obligations as required by (i) that certain Indenture, dated as of November 5, 2019, as supplemented by that certain First Supplemental Indenture, dated as of November 5, 2019 (collectively, the “2019 Indenture”), with respect to Sandy Spring’s $175,000,000 aggregate principal amount of 4.25% fixed-to-floating rate subordinated notes due November 15, 2029 (the “2029 Notes”) and (ii) that certain Indenture, dated as of March 18, 2022, as supplemented by that certain First Supplemental Indenture, dated as of March 18, 2022 (collectively, the “2022 Indenture”), with respect to Sandy Spring’s $200,000,000 aggregate principal amount of 3.875% fixed-to-floating rate subordinated notes due March 30, 2032 (the “2032 Notes”). evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - Executive change Mark C. Micklem was appointed as Director at Atlantic Union Bankshares Corp. - Action: appointed - Role: Director source text: The three directors of Sandy Spring mutually agreed by the Company and Sandy Spring, each of whom previously served as a member of the board of directors of Sandy Spring immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Daniel J. Schrider, Mona Abutaleb Stephenson and Mark C. Micklem (collectively, the “New Directors”). evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - Executive change Daniel J. Schrider was appointed as Director at Atlantic Union Bankshares Corp. - Action: appointed - Role: Director source text: The three directors of Sandy Spring mutually agreed by the Company and Sandy Spring, each of whom previously served as a member of the board of directors of Sandy Spring immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Daniel J. Schrider, Mona Abutaleb Stephenson and Mark C. Micklem (collectively, the “New Directors”). evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - Executive change Mona Abutaleb Stephenson was appointed as Director at Atlantic Union Bankshares Corp. - Action: appointed - Role: Director source text: The three directors of Sandy Spring mutually agreed by the Company and Sandy Spring, each of whom previously served as a member of the board of directors of Sandy Spring immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: Daniel J. Schrider, Mona Abutaleb Stephenson and Mark C. Micklem (collectively, the “New Directors”). evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm - M&A Transactions Atlantic Union Bankshares Corp completed an acquisition involving Sandy Spring Bancorp, Inc. for approximately 42 million shares of Company Common Stock (closed 2025-04-01). - Action: acquisition - Counterparty: Sandy Spring Bancorp, Inc. - Consideration: approximately 42 million shares of Company Common Stock - Closing: 2025-04-01 source text: Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Merger was approximately 42 million shares of Company Common Stock. The issuance of shares of Company Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the evidence_url: https://www.sec.gov/Archives/edgar/data/883948/000110465925030587/0001104659-25-030587-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.